Myelodysplastic syndromes (MDS) are hematologic malignancies characterized by hematopoietic stem cell dysfunction that leads to low blood counts. Even though MDS can transform to acute leukemias, most of mortality in MDS is due to cytopenias. Development of effective treatments has been impeded by a limited understanding of the molecular pathways that lead to dysplastic growth and differentiation of stem cells. We demonstrated that the signaling pathways stimulated by myelosuppressive cytokine TGF-? are overactivated in stem cells in MDS. We further determined that SMAD7, a negative regulator of TGF-? receptor-I kinase, is markedly reduced in MDS, and leads to ineffective hematopoiesis by overactivation of Smad2 mediated TGF-? signaling. We also determined that SMAD7 is directly targeted by microRNA-21 whose expression is increased in MDS stem cells. Most importantly, inhibition of miR-21 attenuates the overactivated TGF-? signaling in MDS and stimulates hematopoiesis in vivo and in vitro. Thus, we hypothesize that increased expression of miR-21 is the critical molecular alteration that leads to hematopoietic alterations in MDS. Therefore, Aim 1 will study the mechanisms of constitutive activation of miR-21 in MDS. We have shown that STAT3 is selectively overexpressed in MDS stem cells and has been shown to regulate miR-21 expression in other models. We will determine the role of STAT3 expression/activation in upregulation of miR-21 and stimulation of TGF-? signaling in MDS using a combination of biochemical and functional approaches. We will also determine whether miR-21 is overexpressed due to gene amplification or epigenetic alterations in primary MDS samples. Aim 2 will determine the functional role of miR-21 overexpression on ineffective hematopoiesis in MDS and identify its downstream effectors. Anemia is the predominant clinical alteration in MDS and we will utilize an in vitro model of human erythropoiesis to examine the role of miR-21 overexpression on red cell differentiation and proliferation. In addition to SMAD7, miR-21 can target many other potentially pathogenic genes. Thus, we will determine the role of miR-21 in mediating red cell dysplasia via targeting of a GTPase exchange factor DOCK4 that has essential roles in red cell membrane formation. Finally, Aim 3 will determine the efficacy of novel, clinically relevant inhibitors of miR-21 in primary MDS samples in vitro and in mouse models of bone marrow failure in vivo. Chemically stabilized antisense inhibitors of miR-21 and a clinically relevant STAT3 inhibitor Pyrimethamine will be tested in vitro and in vivo for their efficacy in reversing abnormally increased TGF-? signaling in MDS. The alb/TGF+ transgenic mouse model will be used to determine the efficacy of these inhibitors in reversing cytokine mediated bone marrow failure in vivo. Primary MDS xenografts will also be used for these studies. The efficacy of these inhibitors will also be evaluated in vitro on a large number of primary MDS bone marrow progenitors and will be correlated with patient characteristics to identify subsets of MDS that will potentially benefit from therapeutics based on inhibition of miR-21 pathway.